Miura Films vs Convert Textured: classic case of vendor vs sub-vendor
Written by Nikita Purnama and Olivia Nabila | Read in Indonesian
Nearing the end of IdeaFest 2021 on 26 November, Twitter user @unmade_mad tweeted “Di Cancel tapi Desain diPake. Kalian pernah ngalamin juga ?” (Canceled, but your designs are used. Have you experienced something like this?). In the tweet, they attached four images showing the 3D designs of stage sets made by Convert Textured, a collective from Bandung, compared to the sets used for the ongoing event. The tweet went viral in a few hours and soon, doubts were casted on IdeaFest.
IdeaFest, Indonesia’s biggest annual festival that celebrates ideas and creativity, instantly became the centre of public scrutiny, especially among creative industry professionals. Even though the images on the tweet mentioned another party that is IdeaFest’s vendor, Miura Films, the attention was drawn fully onto the most known brand. This is harmful not only to IdeaFest, but also to all parties and brands involved in the festival.
In order to learn about what actually happened, TFR contacted Convert Textured representative, Eko, on the same day. He told TFR they were first approached by Miura Films to collaborate for IdeaFest. Before it was decided that the event would be hybrid, they were told that the event would be online, so they came up with virtual set designs. After the decision to hold the event in MBloc Space was made, the team adjusted the designs to the venue.
“From our side, maybe we were too excited because we are a small collective from Bandung that was invited to collaborate with an event as big as IdeaFest, we were also very grateful that Miura invited us for this collaboration,” Eko recounted, “but our mistake is that we didn’t put all the works that we were doing on paper.”
Holding onto the verbal agreement with Miura Films, the collective carried out the project until they managed to get a greenlight. However, when they offered their quotation for the project, Miura Films responded that the quotation exceeded IdeaFest’s budget. Eventually, Convert Textured and Miura Films agreed that the production house will cover the excess. Two days after the agreement was made, Miura Films canceled the production.
The cancellation was announced a week or two before the event, when Convert Textured reached out to Miura Films regarding the production as the deadline was inching closer. The production house told them that Samara/IdeaFest will produce the sets on their own.
“We were never in direct contact with IdeaFest,” Eko said, “but we were informed (by Miura Films) that IdeaFest wouldn’t use us for production.”
Convert Textured immediately asked Miura Films to make sure that their designs wouldn’t be used, since most of the assets were already out and approved. Miura Films replied by saying that there might be some designs that resemble Convert Textured’s. The collective does not mind resemblance as long as their designs are not used without their consent. “Even if they wanted to use it, we wished that we would discuss each of our respective rights and responsibilities,” Eko concluded.
However, observing their designs and the end product in the event, Convert Textured and the public could not help but see the uncanny resamblance.
In the midst of the interview, Eko and his team got an update that Miura Films was about to post a statement. Eko then questioned an integral point in the draft clarification Miura Films shared with the Convert Textured team:
“From our experience, is it ethical to build the designs before any payment was made to the designers?” Convert Textured questioned why the sets are already made based on their designs without any agreement or payment beforehand. “These sets cannot be made only yesterday, the production must have started way before.”
On the same night, Miura Films released a statement that consists of nine points. In the eighth point, the production house stated:
“MIURA Films intends to value the set designs from CONVERT, but CONVERT also needs confirmation regarding which designs would be used for IDEAFEST as well and the decision on which designs that would be used in a very short span of time that there has not been any transaction to compensate the services (from CONVERT) and the payment (from MIURA) and we are aware that the designs which were not yet agreed upon and paid should not proceed to the production process.”
In the same statement, the production house also underlined that this matter is unrelated to IdeaFest as it occurs exclusively between Miura Films and Convert Textured. This somewhat confirmed Eko’s statement in which Convert Textured was never in direct contact with IdeaFest. TFR has also tried to reach Miura Films representatives to get their side of the story via Instagram and via the number provided by the internals of IdeaFest, but Miura Films has not responded as of the time of writing.
Not long after, Convert Textured released another statement that made it clear that they were never in direct contact with IdeaFest and only with Miura Films and that they were canceled as a vendor 17 days before the event. They also said that Miura Films had acted with good faith to apologise. Therefore, the issue was considered to be clear by Convert Textured.
Contracts and subcontracts, how do they work?
The use of contracts and sub-contracts is common in business, as is the case in this discussion. IdeaFest entered into a contract with Miura Films which essentially appointed Miura as a vendor for the stage designs. Miura then appointed another party to carry out its obligations, namely Convert Textured as a sub-vendor.
From a legal perspective, this kind of thing is allowed because it is not prohibited in the contract law, considering that the contract law adheres to the principle of freedom of contract. This means that everyone is allowed to make an agreement with anyone as long as it does not violate the law, morality and public order.
However, it is important to clarify whether the client allows the vendor to enter into an agreement with a sub-vendor to clarify the legal responsibilities in the event of a loss in the future, because an agreement is binding only to the parties who made it.
Contracts made between vendors and sub-vendors basically work the same way as contracts in general. The difference is only in the content of the contract which confirms the transfer of rights and obligations to the third party (sub-vendor). This type of agreement also remains subject to requirements stipulated by the contract law, including the obligation to implement it in good faith.
In this case, if one of the parties wants to cancel the agreement, it must be agreed by both parties. However, if the cancellation is done unilaterally, the condition should return to its original state where there was no agreement. Miura Films should not use Convert Textured's design, and vice versa.
